VANCOUVER, British Columbia, Feb. 24, 2022 (GLOBE NEWSWIRE) — NorthWest Copper (“NorthWest” or the “Company”) (TSX-V:NWST, OTCQX:NWXCC) is pleased to announce that it has completed the first issuance of Consideration Shares (“Tranche 1”) to POSCO International Corporation (“POSCO”) pursuant to the previously announced agreement whereby NorthWest has agreed to purchase POSCO’s approximately 31% interest in Kwanika Copper Corporation (“KCC”) for total consideration of C$11 million (the “Transaction”), payable in shares of NorthWest (the “Consideration Shares”). KCC is a British Columbia corporation which owns 100% of the Kwanika Project. Upon closing of the Transaction, KCC has become a wholly-owned subsidiary of NorthWest and NorthWest now owns a 100% interest in the Kwanika project. As part of the Tranche 1 closing, the shareholder joint venture agreement as among the parties has been terminated and any interest or rights of POSCO with respect to Kwanika Project under the shareholder joint venture agreement, including offtake rights, have been terminated.
Transaction Terms
The Transaction has received approval by the TSX Venture Exchange. Pursuant to the terms of the Transaction, NorthWest will issue to POSCO a total of C$11 million in Consideration Shares in three tranches over a period of approximately four months according to the following schedule.
| Tranche | Date of Issue | Deemed Value (C$) | NWST Share Price (C$) |
| Tranche 1 | February 23, 2022 | $4,000,000 | $0.77 |
| Tranche 2 | 60 days after Tranche 1 | $4,000,000 | Trailing 20-day VWAP at date of issue |
| Tranche 3 | 120 days after Tranche 1 | $3,000,000 | Trailing 20-day VWAP at date of issue |
As part of the Tranche 1 closing, NorthWest issued 5,194,805 Consideration Shares to POSCO. All Consideration Shares issued will be subject to a hold period expiring four months and one day from the date of issue. The Tranche 1 Consideration Shares hold period expires on June 24, 2022. POSCO has agreed to several resale restrictions in respect of the Consideration Shares including a minimum 30-day notice period prior to sales of any kind and a monthly limit on any sales on public exchanges. The issuance of the Tranche 2 and Tranche 3 Consideration Shares by NorthWest to POSCO may be accelerated subject to approval by both parties. The final tranche is expected to be issued by June 2022.
About NorthWest Copper:
NorthWest is a new copper-gold explorer and developer with an exciting pipeline of projects in British Columbia. With a robust portfolio in a tier one jurisdiction, Northwest is well positioned to participate fully in a strengthening global copper market. Additional information can be found on the Company’s website at www.northwestcopper.ca .
On Behalf of the Board of Directors of NorthWest Copper Corp.
“Peter Bell”
Director, President and CEO
For further information, please contact:
Adrian O’Brien, Director Marketing & Communications
Tel: 604-809-6890
Email: aobrien@northwestcopper.ca
